Exhibit 4.1



                             CERTIFICATE OF TRUST OF
                            GUARANTY CAPITAL TRUST I


         THIS  Certificate  of Guaranty  Capital  Trust I (the  "Trust"),  dated
November 21, 1997, is being duly executed and filed by Wilmington Trust Company,
a Delaware banking  corporation,  as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.).

         1.       Name. The name of the business trust formed hereby is Guaranty
Capital Trust I.

         2.       Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North,  1100  North  Market  Street,  Wilmington,   Delaware  19890-0001,  Attn:
Corporate Trust Administration.

         3.       Effective Date.  This  Certificate of Trust shall be effective
upon filing.

         IN WITNESS WHEREOF,  the  undersigned,  being the trustee of the Trust,
have executed this Certificate of Trust as of the date first above written.


                                       WILMINGTON TRUST COMPANY,
                                       as trustee
                                    
                                    
                                       By:  /s/ W. Chris Sponenberg
                                           -----------------------------------
                                       Name:   W. Chris Sponenberg
                                       Title:  Senior Financial Services Officer